UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
| [X] | ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
| | | For the fiscal year ended June 30, 2008 |
| [ ] | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT | |
| | | For the transition period from _________ to ________ |
| | | |
| | | Commission file number: 000-27645 |
| Ivany Mining, Inc. |
| (Exact name of registrant as specified in its charter) |
| Nevada | 88-0258277 |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| | |
8720-A Rue Du Frost St. Leonard, Quebec, Canada | H1P 2Z5 |
| (Address of principal executive offices) | (Zip Code) |
| | |
Registrant’s telephone number: 514-325-4567 | |
| Securities registered under Section 12(b) of the Exchange Act: |
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| Title of each class | Name of each exchange on which registered |
| none | not applicable |
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| Securities registered under Section 12(g) of the Exchange Act: |
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| Title of each class | Name of each exchange on which registered |
| Common Stock, par value $0.001 | not applicable |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]
Check whether the Issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes [ ] No [X]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. $5,751,877
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. 25,751,877 as of October 10, 2008.
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PART I |
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PART II |
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PART III |
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PART IV |
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PART I
Company Overview
Ivany Mining Inc. was formed as a Delaware corporation on July 13, 1999. Our principal executive offices are located at 8720-A Rue Du Frost, St. Leonard, Quebec, Canada H1P 2Z5. Our telephone number is 514-325-4567.
We are in the business of mineral exploration and development. We have acquired or entered into agreements to acquire several mineral claims in the provinces and Quebec and Alberta, Canada. Our plan is to attempt to identify and pursue opportunities for the acquisition and development of mining properties in Canada and around the world.
We are focused on the strategic acquisition and development of uranium, diamond, base metals, and precious metal properties on a worldwide basis. Our long-term objective is to become a sustainable mid-tier base & precious metal producer in Canada & Cambodia, to the benefit of all stakeholders, in a socially and environmentally responsible manner. Our overall strategy is to rapidly advance our recently acquired/optioned base & precious metal exploration properties.
Exploration of our mineral claims is required before a final determination as to their viability can be made. The existence of commercially exploitable mineral deposits in our mineral claims is unknown at the present time and we will not be able to ascertain such information until we receive and evaluate the results of our exploration programs.
Zama Lake Pb-Zn Property
Acquisition of Property
On September 11, 2007, we entered into a Letter of Intent Purchase Agreement (the “Purchase Agreement”) with Star Uranium Corp. (“Star Uranium”). Under the terms of the Purchase Agreement, Star Uranium has agreed to transfer to us ten mining claims located in the Zama Lake area of northern Alberta, Canada. Under the Purchase Agreement, we paid Star Uranium a cash purchase price of $100,000CDN. Also, we issued Star Uranium 150,000 shares of our common stock as additional consideration for the purchased mining claims. The mining claims transferred under the Purchase Agreement cover a total of approximately 92,160 hectares.
Under the Purchase Agreement, we have also agreed to invest certain minimum amounts in the development of the mineral properties. Subject to any negotiated adjustments which may be made by the parties based on future geological evaluation, we are required to spend a minimum of $400,000CDN toward exploration of the properties before May 16, 2008 and an additional $1,000,000CDN toward exploration and development before May 16, 2010.
Star Uranium has retained a 2% smelter royalty on the properties and has retained all diamond rights. We have the option to buy-down the retained net smelter royalty to 1% by making an additional payment of $1,000,000CDN to Star Uranium at any time. The Purchase Agreement,
which is in the form of a short Letter of Intent, may be replaced by a more formal agreement if deemed necessary by the parties.
On September 12, 2007, we acquired additional claims in Alberta under an Alberta Mining Claims Purchase Agreement (the “Purchase Agreement”) with Derek Ivany and Royal Atlantis Group, Inc. (“Royal Atlantis”). Under the terms of the Purchase Agreement, Mr. Ivany and Royal Atlantis have transferred to us a total of six mining claims located in the province of Alberta, Canada.
In exchange for the mining claims transferred to us under the Purchase Agreement, we paid a total of $20,000 ($10,000 each) to Mr. Ivany and Royal Atlantis.
In 2007, Ivany Mining Inc. hired Paul A. Hawkins & Associates Ltd. an independent geological services firm to further analyze and complete a National Instrument 43-101 compliance form on the property. The report covers the property optioned from Star Uranium and outlines a detailed exploration program that the company is anxious to begin this year.
Description and Location of the Zama Lake Property
The Zama Lake Pb-Zn property consists of ten metallic mineral permits covering 92,160 hectares (227,732.3 acres) located 700 km north northwest of Edmonton Alberta. The property is a grass roots Pb-Zn Play staked as the result of the discovery of anomalous sphalerite and galena grains found in till samples collected during diamond exploration. The property area is forested and hosts parts of the Zama Lake Oil and Gas field. Zama Lake and Zama City are oil industry support bases and are located within the property.
The Zama Lake Pb-Zn consists of ten metallic mineral permits covering 92,160 hectares (227,732.3 acres) located 700 km north northwest of Edmonton Alberta. The property is a grass roots Pb-Zn Play staked as the result of the discovery of anomalous sphalerite and galena grains found in till samples collected during diamond exploration. The property area is forested and hosts parts of the Zama Lake Oil and Gas field. Zama Lake and Zama City are oil industry support bases and are located within the property. The First Nation Dene Tha’ (Assumption-Habay-Chateh) settlement exists to the south of the property.
Exploration Potential
The presence of anomalous concentrations of sphalerite and galena in the coarse sand fraction of till from the Zama Lake area suggests the possible presence of proximal Pb-Zn mineralization. Given the area geology, this mineralization may be either Sedex mineralization in the underlying shale or MVT mineralization in the deeper carbonates.
Northern Alberta hosts a thick sequence of shale, which is cut by the Great Slave Shear Zone which extends southwest from the Pine Point area into the Zama Lake / Rainbow Lake area. Core studies of Keg River carbonate in the area show dolomitization, brecciation, and the presence of cements containing fluorite, chalcopyrite, sphalerite, and / or galena, which are indicative of hydrothermal activity in the immediate region. This hydrothermal activity is likely present
because the association of higher temperature saddle dolomite with epigenetic lead and zinc mineralization, hydrocarbons, and sulfate-rich carbonate proximal to major basement faults. The discovery of significant concentrations of Zn and Pb in modern saline formation waters emanating from Middle Devonian Keg River Formation in northern Alberta suggests a possible ore-source in the area that has not yet been discovered (Hitchon, 1993).
Throughout northern Alberta and southern Northwest Territories, numerous and extensive thick carbonate successions occur in the cratonic platform wedge of strata within the Western Canadian Sedimentary Basin. These same rocks host the Pine Point MVT mineralization. No Sedex deposits have been found in Cenozoic or Mesozoic age rocks but there is a clear association and close genetic link between deposit types. Potential exists for both types of deposit in the Zama Lake area.
The exploration potential of the Zama Lake Pb-Zn property lies in the recognition that the discovery of sphalerite, galena, barite grains in heavy mineral concentrates are being indicative of the metal bearing hydrothermal fluids ascending through a sedimentary package which hosts carbonates and shale where they could have deposited economic Pb-Zn deposits. Previous to this, sphalerite and galena occurrences were known in the Devonian carbonate rocks in oil wells in northern Alberta. High levels of metals were also found in saline formation waters in Devonian Keg River Formation. Both the federal (GSC) and provincial (AGS) geological surveys have been promoting the Pb-Zn conceptual potential of the Western Canadian Sedimentary Basin for several years (Rice, 2001; Hannigan, 2002; Hannigan et al., 2003). Previous analyses of Devonian formation waters in Northern Alberta show these waters to be Pb-rich and are thus not related to Pine Point because the deposit is Zn-rich. Recent analysis shows that Zn values are in an order of magnitude greater than Pb (Hannigan et al., 2003). Lead isotope dating of the Pine Point deposits is 290 Ma (290 million years ago or Late Pennsylvanian age). The metal-bearing fluids responsible for Pine Point are much older and likely different than modern formation waters. Modern formation waters are likely driven by a Laramide deformation event within the Cretaceous. This would make the whole sedimentary package prospective for Pb-Zn deposition.
The presence of the classical Pb - Zn - Mo anomalous geochemistry on a regional basis in the surficial environment in the clay silt fraction of till within the Zama Lake area indicates proximal source and not a far traveled transported anomaly. This potential has only recently been recognized. The structural setting of the Zama Lake Area along parallel structures to the MacDonald - Great Slave Fault northeast-southwest system and cross cutting northwest-southwest structures is similar in setting to the Pine Point Area. Most of these structures are basement features, which have been reactivated over time and penetrate nearly the full sedimentary package. These structures are likely one of the major controls localizing mineralization.
Exploration on the Zama Lake property consisting of till sampling, examination of indicator mineral concentrates and silt geochemistry indicates the likely proximal presence of Pb-Zn mineralization near surface. The best potential likely exists along structural breaks (faults), collapse structures, porous zones (tuffs), and proximal or up dip of petroleum zones. This potential likely exists beyond the carbonates at depth and into the shale. Further work is required to evaluate this grass-roots Pb-Zn property of merit.
Geological Exploration Program in General and Recommendations From Our Consulting Geologist
We have obtained an independent Technical Report on the Zama Lake property from Paul A. Hawkins, P.Eng. Mr. Hawkins prepared the Technical Report and reviewed all available exploration data completed on these mineral claims.
The property that is the subject of the Zama Lake property is undeveloped and does not contain any open-pit or underground mines which can be rehabilitated. There is no commercial production plant or equipment located on the property that is the subject of the mineral claim. We have not yet commenced the field work phase of our initial exploration program. Exploration is currently in the planning stages. Our exploration program is exploratory in nature and there is no assurance that mineral reserves will be found.
In order to further evaluate the potential of the Zama Lake property, our consulting geologist has recommended a two-phase exploration program.
Phase I
Sub-surface data should be compiled from select wells on the property to compile the shallow stratigraphy from well logs. Any structural information from the logs would also be valuable. Bedrock topography would also be important to avoid areas of deep overburden. This information can likely be acquired at a minimum cost.
Further, more extensive bulk till and silt geochemical sampling should be untaken at a higher density using ATV for better access into more remote and wetter areas where summer access does not exist. Coverage of silt geochemistry sampling should be expanded beyond that of addition bulk till sampling. Orientation studies should also be undertaken to define variation with depth and lateral variation within burrow pits near current anomalous areas. Increasing bulk till sample size should also be evaluated. Data from GSC / AGS multi-element sampling should be fully integrated into a single database.
Isotopic age dating of the sulfide indicator minerals recovered is warranted to date the age of the mineralization. The age date for mineralization at Pine Point is 290 million years ago. The age date for mineral at Zama Lake in the subsurface within Devonian carbonates is of a similar age. Mineralization near surface may relate to the Laramide Orogeny 47 ±10 Ma (million years ago). This Laramide Orogeny likely deforms rocks up and including Cretaceous age rock. If the age dates are much younger than the old lead dates for Pine Point, the potential for the play increases significantly. Several of the grains should have their isotopic composition determined.
Processing of aeromagnetic data should be completed and targets selected for ground follow-up. Follow-up ground geophysics should likely initially consist of ground magnetometer, VLF-EM, HLEM and selected induced polarization (IP) surveys. The best suite of surveys should be determined given the local ground conditions and overburden thickness. It will likely be possible
in some cases to use pre-existing grid lines from seismic surveys. Total cost for the Phase I program is estimated at $400,000.
Phase II
The recommended Phase II program is largely a winter drilling program because of access issues. A suite of ground geophysics would delineate drill targets. Drilling would then be conducted on defined targets within 152.4 m (500 ft) of surface. Where possible, surface access would be gained by using pre-existing winter roads. Operations would likely be based out of one of Zama City’s open camps. Special care would be required in areas of shallow natural gas. The special care procedures would not be cost prohibitive but include extra training of crews, spark arrestor on diesel engines and gas deflector on casings. The drilling component of the Phase II program budget is contingent on the delineation of suitable drill targets. A phase II budget of $1,000,000 is recommended.
Exploration Budget
| Phase I | | | |
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| Well Log Data Compilation | $ | 25,000 | | |
| Heavy Mineral Sampling | $ | 25,000 | | |
| Laboratory & Isotopic Analysis | $ | 35,000 | | |
| Ground Geophysics (IP, EM and Mag) | $ | 265,000 | | |
| Project Management and Reporting | $ | 50,000 | | |
| Phase I Total | $ | 400,000 | | $ | 400,000 |
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| Phase II | | | | | |
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| Ground Geophysics (IP, EM and Mag) | $ | 200,000 | | | |
| Diamond Drilling (3000 m.) | $ | 750,000 | | | |
| Project Management and Reporting | $ | 50,000 | | | |
| Sub-total= | $ | 1,000,000 | | $ | 1,000,000 |
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| Project Total= | $ | 1,400,000 | | | |
Quebec Properties
We have also acquired a 100% interest in two large sets of mineral claims in the province of Quebec, Canada. We have not yet commissioned geological or technical reports on these properties and can give no data or other assurances regarding their value or exploration potential at this time. We plan to obtain independent reports regarding these properties in the near future. The following is a brief description of the Quebec properties our plans for conducting initial surveying and sampling on these claims:
Temiscamingue property
The Temiscamingue property is located approximately 40 kilometers east of the town of Ville Marie and 100 kilometers south of Rouyn Noranda, halfway between the Elliott Lake Uranium camp in Ontario and the Abitibi Gold Belt, within the Grenville Province Front. The project is accessible via logging roads. Government regional stream sediment survey have identified many anomalies in the area. Property is strategically located between the claims of Superior Diamonds (adjacent to the north) where new kimberlites have recently been discovered and the property of Aurizon Mines (adjacent to the south) which has reported as much as 100 grams of gold per ton during till sampling with the objective of identifying the gold dispersion trains previously outlined. Ivany Mining has acquired a 100% undivided interest of 24928.68 acres in this mineral rich Temiscamingue region.
Regional Geology
The Superior Province is the largest Archean craton in the world, half of which is located in Québec. This craton is a highly prospective region for kimberlite exploration, meeting all four criteria for hosting economic grades of diamond-bearing kimberlite: 1) the presence of an Archean craton; 2) the refractive, relatively cool and low-density peridotitic root of the craton has been insulated against reheating and excessive tectonic reworking; 3) the presence of major tectonic structures; and 4) association of diamonds with other intrusive rocks. Four kimberlite fields have been identified in Québec, the Temiscamingue Field being one of these.
Local Geology
The Property over thrusts 2 geological structural provinces, intruded by granite-granodiorite-mafic and ultramafic rocks all faulted and sheared. Fault sets and lineaments intersect the Structural Thrust Front. It is on the Central-median ridge of the “Temiscamingue Lake Rift” and on the strike of many Diamond Kimberlite occurrences.
Stream sediment geochemistry points to strong anomalies for Nickel, Uranium, and Rare Earths Elements along with good gold potential and many circular shape magnetic anomalies to be tested for their Kimberlitic potential.
Exploration Plans
Although we had originally planned a 2008 exploration budget of CDN $600,000 for Temiscamingue in 2008, we have decided to focus on our Zama Lake properties instead. At this time, we plan to conduct limited ground exploration on the Temiscamingue property during the Summer of 2008.
Mont Laurier properties
Ivany Mining owns a 100% interest in a large group of claims situated in the area of Mont Laurier, Quebec, the property is located less than 200 kilometers northwest of Montreal and is easily accessible by both paved and gravel roads. The Mont Laurier properties were acquired after Nova Uranium and Strateco Resources made several discoveries in the area. Ivany Mining has claims adjacent to Strateco and Nova uranium in a North/South trend. Previous exploration in the area has resulted in many uranium showings including a grab sample showing a result of over 70lbs/ton of U308. Also, there are estimations of sizeable U308 reserves in the area, but theses reserves are pre NI-43 101 therefore not compliant. With the price of U308 recently climbing to $136 per pound, there has been renewed interesting the area. The close proximity to a major metropolitan city makes this project very attractive as exploration and mining costs are sharply reduced as compared to projects in remote areas.
Regional Mineralization
The Mont Laurier Uranium Exploration Camp area is one of many radioactive districts scattered throughout the Grenville Structure Province. Many of the Grenville radioactive occurrences (chiefly related to intrusives of granitic composition) are found in the southwestern extent of the structural province, extending from southwest Quebec into eastern Ontario.
Local Mineralization
The Property hosts at least 21 historical uranium showings, where syngenetic uranium mineralization is found in metamorphic pegmatites and granites. Some of these major mineral showings are comprised of a collection of smaller individual uranium occurrences.
As a general rule, syngenetic uranium deposits form as the result of high temperature igneous and/or metamorphic differentiation caused by the exclusion of uranium (and other radioactive elements) from the crystal structure of most rock-forming minerals. This type of uranium deposit is confined to high-grade metamorphic terrains, typically occurring within Achaean to early Proterozoic aged basement granite gneiss complexes. Deposits are normally associated with major regional scale structural faults and/or structures related to the emplacement of deep-seated alkaline intrusive bodies. Host rock lithologies are generally granitic in composition, occurring as intricate dyke-sill complexes, varying in texture from aplitic to pegmatitic. Ore minerals typically include finely disseminated crystals of uraninite, uranothorite and allanite, with less common secondary minerals like, uranophane or pitchblende.
Exploration Plans
Although we had tentatively planned a 2008 exploration budget of $452,000 for the Mont Laurier properties, these plans have been placed on hold so that we may focus on the Zama Lake exploration. No exploration expenditures are currently planned for the Mont Laurier properties. We may, however, undertake an initial program of sampling and drilling in the future.
Competition
The mineral exploration industry, in general, is intensely competitive and even if commercial quantities of reserves are discovered, a ready market may not exist for the sale of the reserves.
Most companies operating in this industry are more established and have greater resources to engage in the production of mineral claims. We have only recently acquired or entered into agreements to acquire our mineral claims and our operations are not well-established. Our resources at the present time are limited. We may exhaust all of our resources and be unable to complete full exploration of the Zama Lake mineral claims or our other properties. There is also significant competition to retain qualified personnel to assist in conducting mineral exploration activities. If a commercially viable deposit is found to exist and we are unable to retain additional qualified personnel, we may be unable to enter into production and achieve profitable operations. These factors set forth above could inhibit our ability to compete with other companies in the industry and entered into production of the mineral claim if a commercial viable deposit is found to exist.
Numerous factors beyond our control may affect the marketability of any substances discovered. These factors include market fluctuations, the proximity and capacity of natural resource markets and processing equipment, government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result our not receiving an adequate return on invested capital.
Employees
We have no employees as of the date of this prospectus. We conduct our business largely through agreements with consultants and other independent third party vendors.
Research and Development Expenditures
We have not incurred any research or development expenditures since our incorporation.
Subsidiaries
We have neither formed, nor purchased any subsidiaries since our incorporation.
Patents and Trademarks
We do not own, either legally or beneficially, any patent or trademark.
Government Regulation and Supervision
The Metallic Minerals and Industrial Minerals Permits (“Permits”) which comprise the Zama Lake Property were staked under the terms of the Mines and Minerals Act – Metallic and Industrial Minerals Tenure Regulation (AR 145/2005). The permits grants the holder:
(a) the non-exclusive right to explore for metallic and industrial minerals on the surface of the location,
(b) the exclusive right to explore for metallic and industrial minerals in the subsurface strata within and under the location, and
(c) the right to remove samples of metallic and industrial minerals from the location for the purposes of assaying and testing and of metallurgical, mineralogical and other scientific studies. (AR 145/2005)
The regulations require that the recorded holder of permits shall perform, or have performed, exploration and development work (assessment work) on the permits to a per hectare value of $5 in the first assessment period. A permit assessment period is two years. In the second and third assessment periods this increases to $10 per hectare. In the fourth to seventh assessment period this increases to $15 per hectare. No filing fees are associated with filing assessment work. These assessment work requirements are calculated from the date of issue of the current permit.
A permit may be held for fourteen years and can vary in size from a minimum of 16 hectares to a maximum of 9,216 hectares. Permit boundaries are defined by the Alberta Township Survey system. Permit locations are therefore defined by a township, range, section, and legal subdivision. A township is 9,216 hectares in size while a section is 256 hectares. A legal survey division (“LSD”) is 16 hectares in size. Permits may be grouped for application of assessment work provided they are contiguous.
The holder of a permit may after two years apply for a lease provided the first year’s rent for the lease is paid in advance and the Minister of Energy has been provided evidence that a deposit exists on the location applied for. The lease has a term of fifteen years and may be extended a further fifteen years upon approval of the Minister of Energy. The lease permits the holder to hold the ground fee simple without further assessment work requirements.
Prospecting for Crown minerals using hand tools is permitted throughout Alberta without a license, permit, or regulatory approval, as long as there is no surface disturbance (AR 213, 1998). Prospecting on privately owned land or land under lease is permitted without any departmental approval, however, the prospector must obtain consent from the landowner or leaseholder before starting to prospect. Unoccupied public lands may be explored without restriction, but as a safety precaution prospectors working in remote areas should inform the local Sustainable Resource Development (forestry) office of their location.
When prospecting, the prospector can use a vehicle on existing roads, trails and cut line. If the work is on public land, the prospector can live on the land in a tent, trailer, or other shelter for up to fourteen days. For periods longer than fourteen days, approval should be obtained from the
Land Administration Division. If the land is privately owned or under lease, the prospector must make arrangements with the landowner or leaseholder. Exploration approval is not needed for aerial surveys or ground geophysical and geochemical surveys, providing they do not disturb the land or vegetation cover.
If mechanized exploration equipment is to be used and/or the land surface disturbed, the prospector or company must obtain the appropriate approvals and permits, as required under the Metallic and Industrial Minerals Exploration Regulation. Most projects require an Exploration License, Exploration Permit and Exploration Approval. The following sections describe the criteria and procedures for each of these.
An Exploration License must be obtained before a person or company can apply for, or carry out an exploration program. The license holder is then accountable for all work done under this exploration program. However, the licensee cannot carry out any actual exploration activity until the Department of Environmental Protection issues an Exploration Approval for each program submitted under that license. A fee of $50 must accompany the license application. The license is valid throughout Alberta and remains in effect as long as the company is operating in the province. If a license holder wants to use exploration equipment, such as a drilling rig, an Exploration Permit must be obtained. A fee of $50 must accompany the license application. The permit is valid throughout Alberta and remains in effect as long as the company is operating in the province.
Approval must be obtained if an exploration project involves environmental disturbance such as drilling, trenching, bulk sampling or the cutting of grids that involves more than limbing trees and removing underbrush. Samples up to 20 kg in size may be taken for assay and testing purposes, but larger samples must be authorized by the Department of Energy. The licensee does not need to hold the mineral rights for an area to apply for an Exploration Approval.
Project approval is through the Land and Forest Service of Alberta Environmental Protection. If an application has been completed and the appropriate field staff has copies of the program, approval can usually be obtained in about ten working days. Each application for exploration approval must be accompanied by a fee of $100. After receiving exploration approval, the prospector or exploration company may conduct the approved activity. However, if they modify their program, the designated field officer must be contacted to review and approve the changes. A final report must be submitted to Land and Forest Service of Alberta Environmental Protection within sixty days following completion of the exploration program. The report must show the actual fieldwork, and include a map showing the location of drilling, test pits, excavations, constructed roads, existing trails utilized and all other land disturbances.
A smaller reporting company is not required to provide the information required by this Item.
A smaller reporting company is not required to provide the information required by this Item.
Zama Lake Property
The property is located in the Bistcho Lake Area of northern Alberta within the Municipal District of Mackenzie No. 23, approximately 700 km (435 miles) north northwest of Edmonton (Figure 1). The property lies on the southern margin of the Cameron Hills in N.T.S. 84M and is centered on 57° 28' N 127° 22' W. The nearest supply point to the project is the town of High Level, which is 130 km to the southeast.
The ten permits, which make up the property, are shown on Figure 2.
Temiscamingue Property
The Temiscamingue property is located approximately 40 kilometers east of the town of Ville Marie and 100 kilometers south of Rouyn Noranda, halfway between the Elliott Lake Uranium camp in Ontario and the Abitibi Gold Belt, within the Grenville Province Front.
Mont Laurier properties
Ivany Mining owns a 100% interest in a large group of claims situated in the area of Mont Laurier, Quebec, the property is located less than 200 kilometers northwest of Montreal.
Corporate Offices
Our corporate offices are located at 8720-A Rue Du Frost, St. Leonard, Quebec, Canada, H1P 2Z5. Our offices are provided at no cost.
We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.
No matters were submitted to a vote of the Company's shareholders during the fiscal year ended June 30, 2008.
PART II
Market Information
Our common stock is currently quoted on the OTC Bulletin Board (“OTCBB”), which is sponsored by FINRA. The OTCBB is a network of security dealers who buy and sell stock. The dealers are connected by a computer network that provides information on current "bids" and "asks", as well as volume information. Our shares are quoted on the OTCBB under the symbol “IVNM.”
The following table sets forth the range of high and low bid quotations for our common stock for each of the periods indicated as reported by the OTCBB. These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.
| Fiscal Year Ending June 30, 2008 |
| Quarter Ended | | High $ | | Low $ |
| June 30, 2008 | | 1.25 | | 0.90 |
| March 31, 2008 | | 0.81 | | 0.65 |
| December 31, 2007 | | 0.65 | | 0.65 |
| September 30, 2007 | | 5.00 | | 0.75 |
| Fiscal Year Ending June 30, 2007 |
| Quarter Ended | | High $ | | Low $ |
| June 30, 2007 | | 6.00 | | 1.10 |
| March 31, 2007 | | 6.00 | | 2.50 |
| December 31, 2006 | | 4.50 | | 2.50 |
| September 30, 2006 | | 4.50 | | 3.50 |
On October 7, 2008, the last sales price per share of our common stock was $0.05.
Penny Stock
The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a market price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (b) contains a description of the broker's or dealer's duties to the customer and of the rights and remedies
available to the customer with respect to a violation of such duties or other requirements of the securities laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price; (d) contains a toll-free telephone number for inquiries on disciplinary actions; (e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (f) contains such other information and is in such form, including language, type size and format, as the SEC shall require by rule or regulation.
The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statement showing the market value of each penny stock held in the customer's account.
In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement as to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.
These disclosure requirements may have the effect of reducing the trading activity for our common stock. Therefore, stockholders may have difficulty selling our securities.
Holders of Our Common Stock
As of October 10, 2008, we had 25,751,877 shares of our common stock issued and outstanding, held by 94 shareholders of record.
Dividends
There are no restrictions in our articles of incorporation or bylaws that restrict us from declaring dividends. The Delaware General Corporation Law (the “DGCL”) provides that a corporation may pay dividends out of surplus, out the corporation's net profits for the preceding fiscal year, or both provided that there remains in the stated capital account an amount equal to the par value represented by all shares of the corporation's stock raving a distribution preference.
We have not declared any dividends, and we do not plan to declare any dividends in the foreseeable future.
Securities Authorized for Issuance under Equity Compensation Plans
On October 18, 2007, our Board of Directors approved the adoption of the 2007 Stock Option Plan of Ivany Mining, Inc. (the “Plan”). On July 24, 2008, we filed a Registration Statement on Form S-8 to register with the Securities and Exchange Commission (the “Commission”) 5,000,000 shares of our common stock, par value $0.001 per share, which may be issued by us
upon the exercise of options granted, or other awards made, pursuant to the terms of the Plan. A copy of the Plan was filed as an exhibit with the Form S-8 on July 24, 2008. Options to purchase total of 2,500,000 shares have been granted under the plan; a total of 2,500,000 shares therefore remain authorized but not yet awarded under the Plan.
Recent Sales of Unregistered Securities
None.
A smaller reporting company is not required to provide the information required by this Item.
Forward-Looking Statements
Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor provisions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse affect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.
Plan of Operation in the Next Twelve Months
Our immediate business plan is to proceed with the exploration of the Zama Lake mineral claims to determine whether there are commercially exploitable reserves of lead, zinc or other metals.
We have commenced our initial exploration program as recommended by our consulting geologist and as required by the Agreement under which we have acquired the property. As of June 30, 2008, we have incurred approximately $491,259.65 in costs related to the Zama Lake properties, including acquisition cost and exploration expenses. Most recently, we have completed an airborne survey of four townships within the property. We are currently analyzing the results of this survey for the purpose of identifying target areas for follow-up exploration. The costs incurred to date have satisfied the 2008 exploration expenditure obligations imposed by the Agreement under which we acquired the property. The complete recommended geological program for the Zama Lake mineral claims will cost a total of approximately $1,400,000. Our plan of operations for the current fiscal year is to continue the recommended exploration program on the Zama Lake property.
In order to continue operating and to complete our planned exploration programs, we will need to raise additional capital. We anticipate that additional funding will be required in the form of equity financing from the sale of our common stock. We cannot provide investors with any assurance, however, that we will be able to raise sufficient funding from the sale of our common stock to fund all of our anticipated expenses. We believe that outside debt financing will not be an alternative for funding exploration programs. The risky nature of this enterprise and lack of tangible assets other than our mineral claims places debt financing beyond the credit-worthiness required by most banks or typical investors of corporate debt until such time as economically viable mines can be demonstrated.
We do not have plans to purchase any significant equipment or change the number of our employees during the next twelve months.
Results of Operations for the years ended June, 2008 and 2007
We have not earned any revenues since the inception of our current business operations. We are presently in the exploration stage of our business and we can provide no assurance that we will discover commercially exploitable levels of mineral resources on our mineral properties, or if such resources are discovered, that we will enter into commercial production.
We incurred operating expenses in the amount of $1,847,014 for the year ended June 30, 2008 and in the amount of $0 for the year ended June 30, 2007. Of this total, $1,292,667 reflects the fair value of options granted to our officers, $413,788 represents other general and administrative expenses, $139,801 represents direct exploration expenses, and $758 represents depreciation. We have incurred total operating expenses of $1,847,014 from the inception of our current operations through June 30, 2008. We incurred no operating expenses from discontinued operations in the year ended June 30, 2008. We incurred operating expenses from discontinued operations in the amount of $38,869 in the year ended June 30, 2007. Since our inception, we have incurred total operating expenses from discontinued operations in the amount of $6,397,904.
We incurred a net loss in the amount of $1,847,014 for the year ended June 30, 2008 and in the amount of $38,869 for the year ended June 30, 2007. Since the inception of our current operations through June 30, 2008, we have incurred a total net loss of $1,847,014. Our losses are attributable to operating expenses together with a lack of any revenues. We anticipate our operating expenses will increase as we continue with our plan of operations. The increase will be attributable to continuing with the geological exploration programs for our several mineral claims.
Liquidity and Capital Resources
As of June 30, 2008, we had current assets in the amount of $120,304, consisting entirely of cash. Our current liabilities as of June 30, 2008, were $14,263. Thus, we had working capital of $106,041 as of June 30, 2008.
We do not anticipate earning revenues until such time that we exercise our option entered into commercial production of our mineral properties. We are presently in the exploration stage of our business and we can provide no assurance that we will discover commercially exploitable levels of mineral resources our mineral properties, or if such resources are discovered, that we will enter into commercial production.
Going Concern
We have not attained profitable operations and are dependent upon obtaining financing to pursue significant exploration activities. We have incurred cumulative net losses of approximately $8,244,918 since our inception and require capital for our contemplated operational and marketing activities to take place. Our ability to raise additional capital through the future issuances of the common stock is unknown. The obtainment of additional financing, the successful development of our contemplated plan of operations, and our transition, ultimately, to the attainment of profitable operations are necessary for us to continue operations. For these reasons, our auditors stated in their report that they have substantial doubt we will be able to continue as a going concern.
Purchase or Sale of Equipment
We do not expect to purchase or sell any plant or significant equipment.
Personnel
Mr. Derek Ivany, our President and Director, and Mr. Victor Cantore, our Chief Financial Officer and Director, are currently each working approximately 10 to 20 hours per week to meet our needs. As demand requires, Mr. Ivany and Mr. Cantore will devote additional time. We currently have no other employees. We do not expect to increase our number of employees during the next twelve months.
Off Balance Sheet Arrangements
As of June 30, 2008, there were no off balance sheet arrangements.
A smaller reporting company is not required to provide the information required by this Item.
See the financial statements annexed to this annual report.
No events occurred requiring disclosure under Item 307 and 308 of Regulation S-K during the fiscal year ending June 30, 2007.
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in company reports filed or submitted under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our chief executive officer and treasurer, as appropriate to allow timely decisions regarding required disclosure.
As required by Rules 13a-15 and 15d-15 under the Exchange Act, our chief executive officer and chief financial officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2008. Based on their evaluation, they concluded that our disclosure controls and procedures were effective.
Our internal control over financial reporting is a process designed by, or under the supervision of, our chief executive officer and chief financial officer and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; provide reasonable assurance that transactions are recorded as necessary to permit preparation of our financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with the authorization of our board of directors and management; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.
Under the supervision and with the participation of our management, including our chief executive officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on this evaluation under the criteria established in Internal Control – Integrated Framework, our management concluded that our internal control over financial reporting was effective as of June 30, 2008.
This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.
During the most recently completed fiscal quarter, there has been no change in our internal control over financial reporting that has materially affected or is reasonably likely to materially affect, our internal control over financial reporting.
None
PART III
The following information sets forth the names of our current directors and executive officers, their ages as of June 30, 2008 and their present positions.
| Name | Age | Office(s) Held |
| Derek Ivany | 25 | President, Chief Executive Officer, and Director |
| Victor Cantore | 42 | Director, Chief Financial Officer |
Set forth below is a brief description of the background and business experience of our current executive officers and directors.
Derek Ivany. Mr. Ivany is currently our President, Chief Executive Officer, and director. He was appointed to our board of directors on September 15, 2005 and was appointed as our Chief Executive Officer and Chief Financial Officer on November 29, 2005. Mr. Ivany’s business experience has been focused in the area of technical services. Since March 2000, Mr. Ivany has acted as a consultant in the technical services area to TransEuro Energy Corp. In September 2004, Mr. Ivany co-founded Indochina Securities Inc. Mr. Ivany was formerly a director two Canadian public companies, Star Uranium Corp. and Hi Ho Silver Resources.
Victor Cantore. Mr. Cantore is currently our Chief Financial Officer and director. He became our President, Secretary and sole director on November 14, 2001 and served as our Chief Executive Officer and Chief Financial Officer until November 29, 2005. From 1999 to 2001, Mr. Cantore operated his own venture capital fund, Cantore Capital. From June 1992 to April 1999, he was an investment advisor with RBC Dominion Securities and Tasse & Associates.
Directors
Our bylaws authorize no less than one (1) director. We currently have two Directors.
Term of Office
Our Directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.
Family Relationships
There are no family relationships between or among the directors, executive officers or persons nominated or chosen by us to become directors or executive officers.
Involvement in Certain Legal Proceedings
To the best of our knowledge, during the past five years, none of the following occurred with respect to a present or former director, executive officer, or employee: (1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type of business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.
Audit Committee
We do not have a separately-designated standing audit committee. The entire Board of Directors performs the functions of an audit committee, but no written charter governs the actions of the Board when performing the functions of what would generally be performed by an audit committee. The Board approves the selection of our independent accountants and meets and
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires our directors and executive officers and persons who beneficially own more than ten percent of a registered class of the Company’s equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company. Officers, directors and greater than ten percent beneficial shareholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. To the best of our knowledge based solely on a review of Forms 3, 4, and 5 (and any amendments thereof) received by us during or with respect to the year ended June 30, 2006, the following persons have failed to file, on a timely basis, the identified reports required by Section 16(a) of the Exchange Act during fiscal year ended June 30, 2008:
| Name and principal position | Number of late reports | Transactions not timely reported | Known failures to file a required form |
| Derek Ivany | 0 | 0 | 0 |
| Victor Cantore | 0 | 0 | 0 |
Code of Ethics
As of June 30, 2008, we had not adopted a Code of Ethics for Financial Executives, which would include our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.
Summary Compensation Table
The table below summarizes all compensation awarded to, earned by, or paid to both to our officers and to our directors for all services rendered in all capacities to us for our fiscal years ended June 30, 2008 and 2007.
| SUMMARY COMPENSATION TABLE |
Name and principal position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) |
| Derek Ivany, president, CEO, and director | 2008 2007 | 0 0 | 0 0 | 0 0 | 646,257 646,409 | 0 0 | 0 0 | 0 0 | 0 0 |
| Victor Cantore, CFO and director | 2008 2007 | 0 0 | 0 0 | 0 0 | 0 0 | 0 0 | 0 0 | 0 0 | 0 0 |
Narrative Disclosure to the Summary Compensation Table
We have not entered into any employment agreement or consulting agreement with our executive officers. There are no arrangements or plans in which we provide pension, retirement or similar benefits for executive officers. Our executive officers may receive stock options at the discretion of our board of directors in the future, either through our 2007 Stock Option Plan or otherwise at the discretion of our board of directors. On June 26, 2008, under the terms of the 2007 Stock Option Plan, we awarded each of our directors options to purchase 1,000,000 shares of our
common stock at an exercise price of $0.50 per share. These options vested immediately and are exercisable for a period of two years. The award of these options was designed to provide an incentive to our officers to increase the over-all value of our company. The immediate vesting of the options, combined with the two-year exercise period, was intended to provide a balance of incentives for our officers by providing the potential for net value to the officers upon an immediate increase in the value of the company, while also allowing an opportunity for the officers to earn greater value by way of a larger and sustained increase in the value of the company over time.
Although we do not currently pay our officer cash compensation, we reserve the right to provide such compensation at some time in the future. Our decision to compensate officers depends on the availability of our cash resources with respect to the need for cash to further our business purposes.
Stock Option Grants
On June 26, 2008, under the terms of the Stock Option Plan, we awarded each of our directors options to purchase 1,000,000 shares of our common stock at an exercise price of $0.50 per share. These options vested immediately and are exercisable for a period of two years.
Outstanding Equity Awards at Fiscal Year-End
The table below summarizes all unexercised options, stock that has not vested, and equity incentive plan awards for each named executive officer as of June 30, 2008.
| OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END |
| OPTION AWARDS | STOCK AWARDS |
| Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Shares of Stock That Have Not Vested (#) | Market Value of Shares or Shares of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Shares or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Shares or Other Rights That Have Not Vested (#) |
| Derek Ivany | 1,000,000 | 0 | 0 | $0.50 | 6/26/2010 | 0 | 0 | 0 | 0 |
| Victor Cantore | 1,000,000 | 0 | 0 | $0.50 | 6/26/2010 | 0 | 0 | 0 | 0 |
Compensation of Directors Table
The table below summarizes all compensation paid to our directors for our last completed fiscal year.
| DIRECTOR COMPENSATION |
Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Non-Qualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) |
| Derek Ivany | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Victor Cantore | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Narrative Disclosure to Compensation of Directors Table
We do not pay any compensation to our directors at this time. However, we reserve the right to compensate our directors in the future with cash, stock, options, or some combination of the above.
We have not reimbursed our directors for expenses incurred in connection with attending board meetings nor have we paid any directors fees or other cash compensation for services rendered as a director in the period ended June 30, 2008.
We have no formal plan for compensating our directors for their services in their capacity as directors. In the future we may grant options to our directors to purchase shares of common stock as determined by our Board of Directors or a compensation committee that may be established. We do have a stock option plan in place at this time although we have not yet issued any options. Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our board of directors. The board of directors may award special remuneration to any director undertaking any special services on behalf of Ivany Mining other than services ordinarily required of a director. No director received and/or accrued any compensation for his or her services as a director, including committee participation and/or special assignments
Stock Option Plans
On October 18, 2007, our Board of Directors approved the adoption of the 2007 Stock Option Plan of Ivany Mining, Inc. (the “Plan”). On July 24, 2008, we filed a Registration Statement on Form S-8 to register with the Securities and Exchange Commission (the “Commission”) 5,000,000 shares of our common stock, par value $0.001 per share, which may be issued by us
upon the exercise of options granted, or other awards made, pursuant to the terms of the Plan. A copy of the Plan was filed as an exhibit with the Form S-8 on July 24, 2008. Options to purchase total of 2,500,000 shares have been granted under the plan; a total of 2,500,000 shares therefore remain available for issuance under the Plan or pursuant to options which may be granted under the Plan.
The following table sets forth certain information known to us with respect to the beneficial ownership of our Common Stock as of October 10, 2008, by (1) all persons who are beneficial owners of 5% or more of our voting securities, (2) each director, (3) each executive officer, and (4) all directors and executive officers as a group. The information regarding beneficial ownership of our common stock has been presented in accordance with the rules of the Securities and Exchange Commission. Under these rules, a person may be deemed to beneficially own any shares of capital stock as to which such person, directly or indirectly, has or shares voting power or investment power, and to beneficially own any shares of our capital stock as to which such person has the right to acquire voting or investment power within 60 days through the exercise of any stock option or other right. The percentage of beneficial ownership as to any person as of a particular date is calculated by dividing (a) (i) the number of shares beneficially owned by such person plus (ii) the number of shares as to which such person has the right to acquire voting or investment power within 60 days by (b) the total number of shares outstanding as of such date, plus any shares that such person has the right to acquire from us within 60 days. Including those shares in the tables does not, however, constitute an admission that the named stockholder is a direct or indirect beneficial owner of those shares. Unless otherwise indicated, each person or entity named in the table has sole voting power and investment power (or shares that power with that person’s spouse) with respect to all shares of capital stock listed as owned by that person or entity.
Except as otherwise indicated, all Shares are owned directly and the percentage shown is based on 25,751,877 Shares of Common Stock issued and outstanding as of October 10, 2008.
Title of class | Name and address of beneficial owner | Amount of beneficial ownership | Percent of class* |
| Common | Derek Ivany 16 Spears St. Toronto Ontario M6N3X7 Canada | 11,005,000(1) | 42.73% |
| Common | Victor Cantore 8720 Rue Du Frost St. Leonard, Quebec H1P 2Z5 Canada | 8,106,501(2) | 31.48% |
| Common | Total all executive officers and directors | 19,111,501 | 74.21% |
| | | | |
| Common | 5% Shareholders | | |
| Common | Anna Giglio 8720 Rue Du Frost St. Leonard, Quebec H1P 2Z5 Canada | 3,000,000 | 11.65% |
| | | | |
| 1 | Included in the calculation for Mr. Ivany are 5,000,000 shares held in the name of Penson Financial Services. Also included in the calculation for Mr. Ivany are options to purchase 1,000,000 shares of common stock, at an exercise price of $0.50 per share. These options are immediately exercisable and expire on June 26, 2010. |
| |
| 2 | Included in the calculation for Mr. Ivany are options to purchase 1,000,000 shares of common stock, at an exercise price of $0.50 per share. These options are immediately exercisable and expire on June 26, 2010. Also included in the calculation of the beneficial ownership for Mr. Cantore are 1,250 options which are exercisable within 60 days. Mr. Cantore holds 1,000 stock options to purchase 1,000 shares of common stock at an exercise price of $90.00. These options are immediately exercisable and expire on February 28, 2011. Mr. Cantore also holds 250 stock options to purchase 250 shares of common stock at an exercise price of $1,000.00. These options are immediately exercisable and expire on February 28, 2010. |
Other than the shareholders listed above, we know of no other person who is the beneficial owner of more than five percent (5%) of our common stock.
Except as provided below, none of our directors or executive officers, nor any proposed nominee for election as a director, nor any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to all of our outstanding shares, nor any members of the immediate family (including spouse, parents, children, siblings, and in-laws) of any of the foregoing persons has any material interest, direct or indirect, in any transaction over the last two years or in any presently proposed transaction which, in either case, has or will materially affect us.
1. On September 10, 2007, we entered into a Mining Claims Purchase Agreement (the “Purchase Agreement”) with Derek Ivany, Victor Cantore, and Anna Giglio. Under the terms of the Purchase Agreement, Mr. Ivany, Mr. Cantore, and Ms. Giglio each transferred to us certain mining claims owned by them and located in the province of Quebec, Canada. The mining claims acquired under the Purchase Agreement cover a total of approximately 10,475 hectares and comprise the Mont Laurier and Temiscamingue properties discussed above
In exchange for the mining claims transferred to us under the Purchase Agreement, Mr. Ivany, Mr. Cantore, and Ms. Giglio were issued a total of 20,000,000 shares of common stock as follows:
| Derek Ivany | 10,000,000 shares |
| Victor Cantore | 7,000,000 shares |
| Anna Giglio | 3,000,000 shares |
2. On September 11, 2007, we entered into a Letter of Intent Purchase Agreement (the “Purchase Agreement”) with Star Uranium Corp. (“Star Uranium”). Under the terms of the Purchase Agreement, Star Uranium has agreed to transfer to us ten mining claims located in the Zama Lake area of northern Alberta, Canada. Under the Purchase Agreement, we were required to pay Star Uranium a purchase price of $100,000CDN on or before October 31, 2007. Also, we were required to deliver to Star Uranium 150,000 shares of our common stock as additional consideration for the purchased mining claims. The mining claims transferred under the Purchase Agreement cover a total of approximately 92,160 hectares.
Under the Purchase Agreement, we have also agreed to invest certain minimum amounts in the development of the mineral properties. Subject to any negotiated adjustments which may be made by the parties based on future geological evaluation, we were required to spend a minimum of $400,000CDN toward exploration of the properties before May 16, 2008, which we have done, and an additional $1,000,000CDN toward exploration and development before May 16, 2010.
Star Uranium has retained a 2% smelter royalty on the properties and has retained all diamond rights. We have the option to buy-down the retained net smelter royalty to 1% by making an additional payment of $1,000,000CDN to Star Uranium at any time. The Purchase Agreement, which is in the form of a short Letter of Intent, may be replaced by a more formal agreement if deemed necessary by the parties.
Derek Ivany, who is our President and CEO and a member of our board of directors, was also Vice-President of Business Development and a member of the board of directors for Star Uranium Corp at the time.
3. On September 12, 2007, we entered into an Alberta Mining Claims Purchase Agreement (the “Purchase Agreement”) with Derek Ivany and Royal Atlantis Group, Inc. (“Royal Atlantis”). Under the terms of the Purchase Agreement, Mr. Ivany and Royal Atlantis have transferred to us a total of six mining claims located in the province of Alberta, Canada.
In exchange for the mining claims transferred to us under the Purchase Agreement, we were required to pay a total of $20,000 ($10,000 each) to Mr. Ivany and Royal Atlantis on or before November 15, 2007.
As of the date of this annual report, our common stock is traded on the OTC Bulletin Board (the “Bulletin Board”). The Bulletin Board does not impose on us standards relating to director independence or the makeup of committees with independent directors, or provide definitions of independence.
Below is the table of Audit Fees (amounts in US$) billed by our auditor in connection with the audit of the Company’s annual financial statements for the years ended:
| Financial Statements for the Year Ended June 30 | Audit Services | Audit Related Fees | Tax Fees | Other Fees |
| 2008 | $6,375 | $0 | $0 | $0 |
| 2007 | $9,500 | $0 | $0 | $0 |
PART IV
Index to Financial Statements Required by Article 8 of Regulation S-X:
| Audited Financial Statements: |
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Exhibit Number | Description |
| 3.1 | Articles of Incorporation, as amended (1) |
| 3.2 | Bylaws, as amended (2) |
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| 1 | Incorporated by reference to Annual Report on Form 10-KSB for the period ended June 30, 2002 filed on December 19, 2002. |
| 2 | Incorporated by reference to the Registration Statement on Form 10 filed December 28, 1999. |
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Ivany Mining, Inc.
| By: | /s/Derek Ivany |
| | Derek Ivany President, Chief Executive Officer, and Director |
| | October 14, 2008 |
In accordance with Section 13 or 15(d) of the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
| By: | /s/Derek Ivany |
| | Derek Ivany President, Chief Executive Officer, and Director |
| | October 14, 2008 |
| By: | /s/Victor Cantore |
| | Victor Cantore, Chief Financial Officer, Principal Accounting Officer, and Director |
| | October 14, 2008 |
MOORE & ASSOCIATES, CHARTERED
ACCOUNTANTS AND ADVISORS
PCAOB REGISTERED
To the Board of Directors
Ivany Mining, Inc
(An Exploration Stage Company)
We have audited the accompanying balance sheets of Ivany Mining, Inc (An Exploration Stage Company) as of June 30, 2008 and June 30, 2007, and the related statements of operations, stockholders’ equity and cash flows for the years ended June 30, 2008 and June 30, 2007 and since inception on April 23, 1990 through June 30, 2008. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conduct our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Ivany Mining, Inc (An Exploration Stage Company) as of June 30, 2008 and June 30, 2007, and the related statements of operations, stockholders’ equity and cash flows for the years ended June 30, 2008 and June 30, 2007 and since inception on April 23, 1990 through June 30, 2008, in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has incurred cumulative net losses of approximately $6,952,000 since inception, which raises substantial doubt about its ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/Moore & Associates, Chartered
Moore & Associates, Chartered
Las Vegas, Nevada
October 13, 2008
2675 S. Jones Blvd. Suite 109, Las Vegas, NV 89146 (702) 253-7499 Fax (702) 253-7501
IVANY MINING, INC.
(An Exploration Stage Company)
| ASSETS | | | | | |
| | | | | | |
| | June 30, | | June 30, |
| | | 2008 | | | 2007 |
| | | | | | |
| CURRENT ASSETS | | | | | |
| Cash | $ | 120,304 | | $ | - |
| | | | | | |
| Total Current Assets | | 120,304 | | | - |
| | | | | | |
| EQUIPMENT, net | | 5,336 | | | - |
| | | | | | |
| OTHER ASSETS | | | | | |
| Mineral properties | | 528,068 | | | - |
| | | | | | |
| TOTAL ASSETS | $ | 653,708 | | $ | - |
| | | | | | |
| LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | | | | | |
| | | | | | |
| CURRENT LIABILITIES | | | | | |
| | | | | | |
| Accounts payable | $ | 14,263 | | $ | 33,482 |
| Loans payable | | - | | | 40,247 |
| Loans due to shareholders | | - | | | 108,834 |
| | | | | | |
| Total Current Liabilities | | 14,263 | | | 182,563 |
| | | | | | |
| STOCKHOLDERS' EQUITY (DEFICIT) | | | | | |
| | | | | | |
Preferred stock; 10,000,000 shares authorized, at $0.001 par value, none issued or outstanding | | - | | | - |
Common stock; 200,000,000 shares authorized, at $0.001 par value, 25,451,877 and 246,032 shares issued and outstanding, respectively | | 25,452 | | | 246 |
| Additional paid-in capital | | 8,858,911 | | | 6,215,095 |
| Deficit accumulated during the exploration stage | | (8,244,918) | | | (6,397,904) |
| | | | | | |
| Total Stockholders' Equity (Deficit) | | 639,445 | | | (182,563) |
| | | | | | |
| TOTAL LIABILITIES AND STOCKHOLDERS 'EQUITY (DEFICIT) | $ | 653,708 | | $ | - |
The accompanying notes are an integral part of these financial statements.
IVANY MINING, INC.
(An Exploration Stage Company)
| | For the Year Ended June 30, | | |
| | 2008 | | 2007 | | |
| | | | | | |
| REVENUES | $ | - | | $ | - | | $ | - |
| | | | | | | | | |
| OPERATING EXPENSES | | | | | | | | |
| | | | | | | | | |
| Exploration | | 139,801 | | | | | | 139,801 |
| General and administrative | | 1,706,455 | | | - | | | 1,706,455 |
| Depreciation | | 758 | | | - | | | 758 |
| | | | | | | | | |
| Total Operating Expenses | | 1,847,014 | | | - | | | 1,847,014 |
| | | | | | | | | |
| LOSS FROM OPERATIONS | | (1,847,014) | | | - | | | (1,847,014) |
| | | | | | | | | |
| INCOME TAX EXPENSE | | - | | | - | | | - |
| | | | | | | | | |
| LOSS FROM CONTINUING OPERATIONS | | (1,847,014) | | | - | | | (1,846,2256) |
| | | | | | | | | |
| DISCONTINUED OPERATIONS | | - | | | (38,869) | | | (6,397,904) |
| | | | | | | | | |
| NET LOSS | $ | (554,347) | | $ | (38,869) | | $ | (8,244,918) |
| | | | | | | | | |
| | | | | | | | | |
| BASIC LOSS PER COMMON SHARE | $ | (0.14) | | $ | (0.16) | | | |
| | | | | | | | | |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING | | 12,848,955 | | | 246,032 | | | |
The accompanying notes are an integral part of these financial statements.
IVANY MINING, INC.(An Exploration Stage Company)
| | Common Stock | | | | | | |
| | Shares | | Amount | | Capital | | Stage | | Deficit |
| | | | | | | | | | |
| Balance, June 30, 2005 | 246,032 | | $ | 246 | | $ | 6,215,095 | | $ | (6,330,697) | | $ | (115,356) |
| | | | | | | | | | | | | | |
Net loss for the year ended June 30, 2006 | - | | | - | | | - | | | (28,518) | | | (28,518) |
| | | | | | | | | | | | | | |
| Balance, June 30, 2006 | 246,032 | | | 246 | | | 6,215,095 | | | (6,359,215) | | | (143,874) |
| | | | | | | | | | | | | | |
Net loss for the year ended June 30, 2007 | - | | | - | | | - | | | (38,689) | | | (38,689) |
| | | | | | | | | | | | | | |
| Balance, June 30, 2007 | 246,032 | | | 246 | | | 6,215,095 | | | (6,397,904) | | | (182,563) |
| | | | | | | | | | | | | | |
Mineral properties acquired for common stock | 20,150,000 | | | 20,150 | | | 77,958 | | | - | | | 98,108 |
| | | | | | | | | | | | | | |
| Common stock issued for cash | 5,055,845 | | | 5,056 | | | 1,273,191 | | | - | | | 1,278,247 |
| | | | | | | | | | | | | | |
| Value of options granted | - | | | - | | | 1,292,667 | | | - | | | 1,292,667 |
| | | | | | | | | | | | | | |
Net loss for the year ended June 30, 2008 | - | | | - | | | - | | | (1,847,014) | | | (1,847,014) |
| | | | | | | | | | | | | | |
| Balance, June 30, 2008 | 25,451,877 | | $ | 25,452 | | $ | 8,858,911 | | $ | (8,244,918) | | $ | 639,445 |
The accompanying notes are an integral part of these financial statements.
IVANY MINING, INC.(An Exploration Stage Company)
| | For the Year Ended June 30, | | |
| | 2008 | | 2007 | | 2008 |
| | | | | | |
| OPERATING ACTIVITIES | | | | | |
| | | | | | |
| Net loss | $ | (1,847,014) | | $ | (38,869) | | $ | (8,244,918) |
Adjustments to reconcile net loss to net cash used by operating activities: | | | | | | | | |
| Discountinued operations | | - | | | 38,869 | | | 6,243,678 |
| Value of options granted | | 1,292,667 | | | - | | | 1,292,667 |
| Non-cash operating items: | | | | | | | | |
| Depreciation | | 758 | | | - | | | 758 |
| Changes in operating assets and liabilities: | | | | | | | | |
| Change in accounts payable | | (19,219) | | | - | | | (19,219) |
| | | | | | | | | |
| Net Cash Used in Operating Activities | | (572,808) | | | - | | | (727,034) |
| | | | | | | | | |
| INVESTING ACTIVITIES | | | | | | | | |
| | | | | | | | | |
| Purchase of mineral properties | | (429,960) | | | - | | | (429,960) |
| Purchase of computer equipment | | (6,094) | | | | | | (6,094) |
| | | | | | | | | |
| Net Cash Used in Investing Activities | | (436,054) | | | - | | | (436,054) |
| | | | | | | | | |
| FINANCING ACTIVITIES | | | | | | | | |
| | | | | | | | | |
| Proceeds from common stock | | 1,278,247 | | | - | | | 1,278,247 |
| Repayment of notes payable | | (40,247) | | | - | | | (40,247) |
| Proceeds from notes payable | | - | | | - | | | 40,247 |
| Repayment to shareholder | | (113,979) | | | - | | | (113,979) |
| Borrowings from shareholder | | 5,145 | | | - | | | 119,124 |
| | | | | | | | | |
| Net Cash Provided by | | | | | | | | |
| Financing Activities | | 1,129,166 | | | - | | | 1,283,392 |
| | | | | | | | | |
| NET DECREASE IN CASH | | 120,304 | | | - | | | 120,304 |
| | | | | | | | | |
| CASH AT BEGINNING OF PERIOD | | - | | | - | | | - |
| | | | | | | | | |
| CASH AT END OF PERIOD | $ | 120,304 | | $ | - | | $ | 120,304 |
| | | | | | | | | |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | | | | | | | | |
| | | | | | | | | |
| CASH PAID FOR: | | | | | | | | |
| | | | | | | | | |
| Interest | $ | - | | $ | - | | $ | - |
| Income Taxes | $ | - | | $ | - | | $ | - |
| | | | | | | | | |
| NON CASH FINANCING ACTIVITIES: | | | | | | | | |
| | | | | | | | | |
| Common stock issued for mineral properties | $ | 98,108 | | $ | - | | $ | 98,108 |
The accompanying notes are an integral part of these financial statements.
IVANY MINING, INC.
JUNE 30, 2008 and 2007
1. DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES
Description of business – Ivany Mining, Inc. (fka Planet411.com, Inc.), (referred to as the “Company”) was previously involved in the e-business industry. It provided end-to-end, e-business solutions to businesses interested in doing e-tailing (selling of retail goods on the Internet). As of June 30, 2007 the Company determined to focus on the strategic acquisition and development of uranium, diamond, base metals, and precious metals properties on a worldwide basis. Accordingly, it was reclassified as a development stage company and its prior operations were reclassified to discontinued operations.
History - Planet411.com Corporation, the Company's predecessor, was incorporated in Nevada on April 23, 1990, as Investor Club of the United States. The name was changed to Noble Financing Group Inc. (in 1992), then to Newman Energy Technologies Incorporated (1998), then World Star Asia, Inc. (1998), Comgen Corp. (1998) and then to Planet411.com Corporation on February 11, 1999 to reflect its then current business objectives. Planet411.com Inc. was incorporated on July 13, 1999. Planet411.com Corporation was merged with and into Planet411.com Inc. ( referred to as the “Company”) on October 6, 1999 for the sole purpose of changing the Company's jurisdiction of incorporation to Delaware. On July 18, 2007, the Company filed a Certificate of Merger with the Secretary of State of Delaware in order to effectuate a merger whereby the Company (as Planet411.com Inc.) would merge with its wholly-owned subsidiary, Ivany Mining Inc., as a parent/ subsidiary merger with the Company as the surviving corporation. This merger, which became effective as of July 18, 2007, was completed pursuant to Section Title 8, Section 251(c) of the Delaware General Corporation Law. Upon completion of this merger, the Company's name has been changed to "Ivany Mining Inc." and the Company's Articles of Incorporation have been amended to reflect this name change.
Going Concern - The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred cumulative net losses of approximately $6,952,000 since its inception and requires capital for its contemplated operational and marketing activities to take place. The company’s ability to raise additional capital through the future issuances of the common stock is unknown. The obtainment of additional financing, the successful development of the Company’s contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raise substantial doubt the Company’s ability to continue as a going concern. The consolidated financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties.
Definition of fiscal year - The Company’s fiscal year end is June 30.
Use of estimates - The preparation of audited financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Fair value of financial instruments - Financial accounting standards Statement No. 107, “Disclosure About Fair Value of Financial Instruments”, requires the Company to disclose, when reasonably attainable, the fair market values of its assets and liabilities which are deemed to be financial instruments. The carrying amounts and estimated fair values of the Company’s financial instruments approximate their fair value due to the short-term nature.
Revenue Recognition Policy-The Company will determine its revenue recognition policies upon commencement of its mining operations.
IVANY MINING, INC.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2008 and 2007
1. DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES (CONTINUED)
Earnings (loss) per share - Basic earnings (loss) per share exclude any dilutive effects of options, warrants and convertible securities. Basic earnings (loss) per share is computed using the weighted-average number of outstanding common stocks during the applicable period. Diluted earnings per share is computed using the weighted-average number of common and common stock equivalent shares outstanding during the period. Common stock equivalent shares are excluded from the computation if their effect is antidilutive.
Income taxes - The Company follows Statement of Financial Accounting Standard No. 109, “Accounting for Income Taxes” (“SFAS No. 109”) for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change.
Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse.
The income tax provision differs from the amount of income tax determined by applying US and Canadian federal income tax rates of 39% to pre-tax income for the years ended June 30, 2008 and 2007 due to the following:
| | 2008 | | 2007 |
| | | | |
| Book loss | $ | (720,335) | | $ | (15,159) |
| Stock options granted | | 504,140 | | | - |
| Valuation allowance | | 216,195 | | | 15,159 |
| | | | | | |
| | $ | - | | $ | - |
Net deferred tax assets consist of the following components as of June 30, 2008 and 2007:
| | 2008 | | 2007 |
| Deferred tax assets: | | | | |
| NOL Carryover | $ | 216,195 | | $ | - |
| Valuation allowance | | (216,195) | | | - |
| Net deferred tax assets | $ | - | | $ | - |
At June 30, 2008, the Company had net operating loss carry forwards of approximately $554,347 that may be offset against future taxable income through 2028. No tax benefit has been reported in the June 30, 2008, financial statements since the potential tax benefit is offset by a valuation allowance of the same amount.
Advertising Costs- The Company expenses all costs of advertising as incurred. There were no advertising costs included in selling and marketing expenses during the reported periods.
IVANY MINING, INC.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2008 and 2007
1. DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES (CONTINUED)
Recent Accounting Pronouncements- In May 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts-and interpretation of FASB Statement No. 60”. SFAS No. 163 clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement of premium revenue and claims liabilities. This statement also requires expanded disclosures about financial guarantee insurance contracts. SFAS No. 163 is effective for fiscal years beginning on or after December 15, 2008, and interim periods within those years. SFAS No. 163 has no effect on the Company’s financial position, statements of operations, or cash flows at this time.
In May 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles”. SFAS No. 162 sets forth the level of authority to a given accounting pronouncement or document by category. Where there might be conflicting guidance between two categories, the more authoritative category will prevail. SFAS No. 162 will become effective 60 days after the SEC approves the PCAOB’s amendments to AU Section 411 of the AICPA Professional Standards. SFAS No. 162 has no effect on the Company’s financial position, statements of operations, or cash flows at this time.
In March 2008, the Financial Accounting Standards Board, or FASB, issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133. This standard requires companies to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. This Statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The Company has not yet adopted the provisions of SFAS No. 161, but does not expect it to have a material impact on its consolidated financial position, results of operations or cash flows.
In December 2007, the SEC issued Staff Accounting Bulletin (SAB) No. 110 regarding the use of a "simplified" method, as discussed in SAB No. 107 (SAB 107), in developing an estimate of expected term of "plain vanilla" share options in accordance with SFAS No. 123 (R), Share-Based Payment. In particular, the staff indicated in SAB 107 that it will accept a company's election to use the simplified method, regardless of whether the company has sufficient information to make more refined estimates of expected term. At the time SAB 107 was issued, the staff believed that more detailed external information about employee exercise behavior (e.g., employee exercise patterns by industry and/or other categories of companies) would, over time, become readily available to companies. Therefore, the staff stated in SAB 107 that it would not expect a company to use the simplified method for share option grants after December 31, 2007. The staff understands that such detailed information about employee exercise behavior may not be widely available by December 31, 2007. Accordingly, the staff will continue to accept, under certain circumstances, the use of the simplified method beyond December 31, 2007. The Company currently uses the simplified method for “plain vanilla” share options and warrants, and will assess the impact of SAB 110 for fiscal year 2009. It is not believed that this will have an impact on the Company’s consolidated financial position, results of operations or cash flows.
In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements—an amendment of ARB No. 51. This statement amends ARB 51 to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. Before this statement was issued, limited guidance existed for reporting noncontrolling interests.
IVANY MINING, INC.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2008 and 2007
1. DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES (CONTINUED)
As a result, considerable diversity in practice existed. So-called minority interests were reported in the consolidated statement of financial position as liabilities or in the mezzanine section between liabilities and equity. This statement improves comparability by eliminating that diversity. This statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008 (that is, January 1, 2009, for entities with calendar year-ends). Earlier adoption is prohibited. The effective date of this statement is the same as that of the related Statement 141 (revised 2007). The Company will adopt this Statement beginning March 1, 2009. It is not believed that this will have an impact on the Company’s consolidated financial position, results of operations or cash flows.
In December 2007, the FASB, issued FAS No. 141 (revised 2007), Business Combinations.’This Statement replaces FASB Statement No. 141, Business Combinations, but retains the fundamental requirements in Statement 141. This Statement establishes principles and requirements for how the acquirer: (a) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree; (b) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase; and (c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. This statement applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. An entity may not apply it before that date. The effective date of this statement is the same as that of the related FASB Statement No. 160, Noncontrolling Interests in Consolidated Financial Statements. The Company will adopt this statement beginning March 1, 2009. It is not believed that this will have an impact on the Company’s consolidated financial position, results of operations or cash flows.
In February 2007, the FASB, issued SFAS No. 159, The Fair Value Option for Financial Assets and Liabilities—Including an Amendment of FASB Statement No. 115. This standard permits an entity to choose to measure many financial instruments and certain other items at fair value. This option is available to all entities. Most of the provisions in FAS 159 are elective; however, an amendment to FAS 115 Accounting for Certain Investments in Debt and Equity Securities applies to all entities with available for sale or trading securities. Some requirements apply differently to entities that do not report net income. SFAS No. 159 is effective as of the beginning of an entities first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of the previous fiscal year provided that the entity makes that choice in the first 120 days of that fiscal year and also elects to apply the provisions of SFAS No. 157 Fair Value Measurements. The Company will adopt SFAS No. 159 beginning March 1, 2008 and is currently evaluating the potential impact the adoption of this pronouncement will have on its consolidated financial statements.
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements This statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. This statement applies under other accounting pronouncements that require or permit fair value measurements, the Board having previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute. Accordingly, this statement does not require any new fair value measurements. However, for some entities, the application of this statement will change current practice. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. Earlier application is encouraged, provided that the reporting entity has not yet issued financial statements for that fiscal year, including financial statements for an interim period within that fiscal year. The Company will adopt this statement March 1, 2008, and it is not believed that this will have an impact on the Company’s consolidated financial position, results of operations or cash flows.
IVANY MINING, INC.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2008 and 2007
1. DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES (CONTINUED)
Equity-Based Compensation – The Company adopted SFAS No. 123-R effective January 1, 2006 using the modified prospective method. Under this transition method, stock compensation expense includes compensation expense for all stock-based compensation awards granted on or after January 1,2006, based on the grant-date fair value estimated in accordance with the provisions of SFAS No. 123-R. As of June 30, 2008, the Company has not issued any share-based payments to its employees.
Impairment of Long-Lived Assets -The Company continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell.
2. LOANS PAYABLE
As of June 30, 2007, the Company had unsecured, non-interest bearing demand loans payable totalling $40,247 from unrelated parties. The loans were repaid during the year ended June 30, 2008.
3. LOANS DUE TO SHAREHOLDER
As of June 30, 2007, the Company had an unsecured, non interest bearing demand loans due to a shareholder of the Company totalling $108,834. The loans were repaid during the year ended June 30, 2008.
4. CAPITAL STOCK TRANSACTIONS
Preferred stock - The authorized preferred stock is 10,000,000 shares with a par value of $0.001. As of June 30, 2007, the Company has no shares of preferred stock issued or outstanding.
Common stock - The authorized common stock is 200,000,000 shares with a par value of $0.001. During the year ended June 30, 2007, the Company completed a reverse split on its common stock from 500 shares to 1 share. The reverse stock split is reflected on a retroactive basis. During the year ended June 30, 2008, the Company issued 5,055,845 shares of its common stock for cash of $1,278,247. The Company also issued 20,150,000 shares of its common stock for mineral properties valued at $98,108.
5. MINERAL PROPERTIES
On September 10, 2007, the Compnay entered into a Mining Claims Purchase Agreement (the “Purchase Agreement”) with Derek Ivany, Victor Cantore, and Anna Giglio. Under the terms of the Purchase Agreement, Mr. Ivany, Mr. Cantore, and Ms. Giglio have each transferred to the Company certain mining claims owned by them and located in the province of Quebec, Canada. The mining claims acquired under the Purchase Agreement cover a total of approximately 27,277.27 hectares. In exchange for the mining claims transferred to us under the Purchase Agreement, Mr. Ivany, Mr. Cantore, and Ms. Giglio were issued a total of 20,000,000 shares of common stock.
IVANY MINING, INC.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2008 and 2007
5. MINERAL PROPERTIES (CONTINUED)
On September 11, 2007, the Company entered into a Letter of Intent Purchase Agreement (the “Purchase Agreement”) with Star Uranium Corp. (“Star Uranium”). Under the terms of the Purchase Agreement, Star Uranium has agreed to transfer to the Company ten mining claims located in the Zama Lake area of northern Alberta, Canada. Under the Purchase Agreement, the Company paid Star Uranium a purchase price of $100,000 on or before October 31, 2007. Also, the Company delivered to Star Uranium 150,000 shares of our common stock as additional consideration for the purchased mining claims. The mining claims transferred under the Purchase Agreement cover a total of approximately 92,160 hectares.
Under the Purchase Agreement, the Company has also agreed to invest certain minimum amounts in the development of the mineral properties. Subject to any negotiated adjustments which may be made by the parties based on future geological evaluation, the Company is required to spend a minimum of $400,000 toward exploration of the properties before May 16, 2008 and an additional $1,000,000 toward exploration and development before May 16, 2010. Star Uranium has retained a 2% smelter royalty on the properties and has retained all diamond rights. The Company has the option to buy-down the retained net smelter royalty to 1% by making an additional payment of $1,000,000 to Star Uranium at any time.
On September 12, 2007, the Company entered into an Alberta Mining Claims Purchase Agreement (the “Purchase Agreement”) with Derek Ivany and Royal Atlantis Group, Inc. (“Royal Atlantis”). Under the terms of the Purchase Agreement, Mr. Ivany and Royal Atlantis have transferred to the Company a total of six mining claims located in the province of Alberta, Canada. In exchange for the mining claims transferred to the Company under the Purchase Agreement, the Company paid total of $20,000 ($10,000 each) to Mr. Ivany and Royal Atlantis.
6. STOCK OPTIONS AND WARRANTS
During the year ended June 30, 2008, the estimated value of the compensatory common stock purchase warrants granted to non-employees in exchange for services and financing expenses was determined using the Black-Scholes pricing model and the following assumptions: expected term of 2 years, a risk free interest rate of 3.35%, a dividend yield of 0% and volatility of 118%. The amount of the expense charged to operations for compensatory options and warrants granted in exchange for services was $1,292,667.
The following table summarizes the changes in options outstanding and the related prices for the shares of the Company’s common stock issued to employees and non-employees of the Company. These warrants were granted in lieu of cash compensation for services performed.
| | Number of Shares | | Weighted Average Exercise Price |
| Outstanding as of July 1, 2006 | - | | $ | 0.00 |
| Granted | - | | | 0.00 |
| Exercised | - | | | 0.00 |
| Cancelled | - | | | 0.00 |
| Outstanding as of June 30, 2007 | - | | | 0.00 |
| Granted | 2,000,000 | | | 0.50 |
| Exercised | - | | | 0.00 |
| Cancelled | - | | | 0.00 |
| Outstanding at June 30, 2008 | 2,000,000 | | $ | 0.50 |
IVANY MINING, INC.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2008 and 2007
6. STOCK OPTIONS AND WARRANTS (CONTINUED)
The following table summarizes the warrants outstanding and the related exercise prices for the shares of the Company’s common stock issued to non-employees of the Company.
| | | Warrants Outstanding | | Warrants Exercisable |
| Year | | Exercise Price | | Number shares outstanding | | Weighted Average Contractual Life (Years) | | Number Exercisable | | Weighted Average Exercise Price |
| 2007 | | $ | 0.00 | | - | | 0.00 | | - | | $ | 0.00 |
| 2008 | | $ | 0.50 | | 2,000,000 | | 1.95 | | 2,000,000 | | $ | 0.50 |
| | | | | | | | | | | | | |
| Total | | | 2,000,000 | | | | | | 2,000,000 | | | |
